Appellants acknowledge that this Court has held that there is no implied private cause of action for aiding and abetting fraud under § 35-1-1210, but argue that decision does not answer the question whether there can be a direct private action under the statute. See Atlanta Skin Cancer Clinic, P.C. v. Hallmark Gen.Partners, Inc., 320 S.C. 113, 463 S.E.2d 600 (1995). They also concede that the Court of Appeals has stated in dicta that there is no such private right, see Garrett v. Snedigar, 293 S.C. 176, 359 S.E.2d 283 (Ct.App. 1987), and acknowledge that in another appeal decided by this Court, the appellant conceded the issue.

Other courts, construing state versions of the Uniform Securities Act akin to New Hampshire's statute, appear to have taken this view. Connecticut Nat'l Bank v. Giacomi, 659 A.2d 1166, 1176-77 (Conn. 1995); Atlanta Skin Cancer Clinic, P.C. v. Hallmark Gen. Partners, Inc., 463 S.E.2d 600, 604-05 (S.C. 1995). The district court on retrial is free to reach a different conclusion.

Other courts have also refused to judicially imply aiding and abetting claims under state securities laws when the relevant statutes do not expressly authorize such liability. See, e.g., Conn. Nat. Bank v. Giacomi, 233 Conn. 304, 659 A.2d 1166, 1177 (1995); Atlanta Skin & Cancer Clinic, P.C. v. Hallmark Gen. Partners, Inc., 320 S.C. 113, 463 S.E.2d 600, 604 (1995); cf. State ex rel. Goettsch v. Diacide Distribs., Inc., 561 N.W.2d 369, 374 (Iowa 1997) (recognizing aiding and abetting liability based on express statutory provisions). ¶ 31 Finally, we note that the superior court erred by anticipating that we would revisit and overrule Davis after Central Bank. The lower courts are bound by our decisions, and this Court alone is responsible for modifying that precedent.

Furthermore, if there are exceptions to the exhaustion requirement, as discussed further herein, the issue cannot be one of subject matter jurisdiction. See Atlanta Skin Cancer Clinicv. Hallmark Gen. Partners, 320 S.C. 113, 463 S.E.2d 600 (1995) (if the matter may be waived, it cannot involve subject matter jurisdiction).DISCUSSION

The specific power to convey property was not enumerated. "[T]he maxim `Expressio unius est exclusio alterius' is defined as: "When certain persons or things are specified in a law, contract, or will, an intention to exclude all others from its operation may be inferred."Little v. Town ofConway, 171 S.C. 27, 171 S.E. 447, 448 (1933). Seealso Atlanta Skin Cancer Clinic v. Hallmark Gen. Partners. Inc., 320 S.C. 113, 463 S.E.2d 600 (1995) (under maxim of expressio unius est exclusio alterius, expression of one thing is exclusion of another). Since the legislation specifically sets forth the powers of RCHPC, the power to convey property may not be implied from the statute.

We agree with the Court of Appeals that the fact that the Legislature specifically required school board meetings to be conducted within district boundaries, but failed to do so in the case of municipal boards is indicative of its intent that such meetings may be held outside municipal limits. Accord AtlanticSkin and Cancer Clinic v. Hallmark General Partners, Inc., 320 S.C. 113, 463 S.E.2d 600 (1995) (under maxim of expressio unius est exclusio alterius, `expression of one thing is exclusion of another'). Accordingly, we affirm the Court of Appeals' opinion insofar as it held that meetings may be conducted outside municipal boundaries.

Obviously, if the matter may be waived, it cannot involve subject matter jurisdiction. SeeAtlanta Skin and Cancer v.Hallmark Gen'l Partners, 320 S.C. 113, 463 S.E.2d 600 (1995) (subject matter jurisdiction may not be waived or conferred by consent). Similarly, Rule 17 (a); SCRCP, specifically provides that "No actions shall be dismissed on the ground that it is not prosecuted in the name of the real party in interest until a reasonable time has been allowed, after objection, for ratification of commencement of the action by, or . . . substitution of the real party in interest . . . ."

See Evins v. Richland Cty. Historic Pres. Comm'n, 341 S.C. 15, 19, 532 S.E.2d 876, 878 (2000) ("'[T]he maxim "Expressio unius est exclusio alterius"' is defined as: 'When certain persons or things are specified in a law, contract, or will, an intention to exclude all others from its operation may be inferred.'" (alteration by court) (quoting Little v. Town of Conway, 171 S.C. 27, 31, 171 S.E. 447, 448 (1933))); Atlanta Skin & Cancer Clinic, P.C. v. Hallmark Gen. Partners, Inc., 320 S.C. 113, 119, 463 S.E.2d 600, 604 (1995) (stating the rule "expressio unius est exclusio alterius" means the "enumeration of particular things excludes [the] idea of something else not mentioned" (citing Pa. Nat'l Mut. Cas. Ins. Co. v. Parker, 282 S.C. 546, 554, 320 S.E.2d 458, 463 (Ct. App. 1984))). Thus, while the parties knew how to make a restriction binding on Henry and his successors, assigns, and heirs, they chose not to employ this language in the right of first refusal provision.

("'[T]he maxim "Expressio unius est exclusio alterius"' is defined as: 'When certain persons or things are specified in a law, contract, or will, an intention to exclude all others from its operation may be inferred.'" (alteration by court) (quoting Little v. Town of Conway, 171 S.C. 27, 31, 171 S.E. 447, 448 (1933))); Atlanta Skin & Cancer Clinic, P.C. v. Hallmark Gen. Partners, Inc., 320 S.C. 113, 119, 463 S.E.2d 600, 604 (1995) (stating the rule "expressio unius est exclusio alterius" means the "enumeration of particular things excludes [the] idea of something else not mentioned" (citing Pa. Nat'l Mut. Cas. Ins. Co. v. Parker, 282 S.C. 546, 554, 320 S.E.2d 458, 463 (Ct. App. 1984))). Thus, while the parties knew how to make a restriction binding on Henry and his successors, assigns, and heirs, they chose not to employ this language in the right of first refusal provision.

The Act authorizes the state Securities Commissioner to enforce its provisions, while giving private plaintiffs a limited civil right of action for securities fraud." Atlanta Skin CancerClinic, P.C. v. Hallmark Gen. Partners, Inc., 320 S.C. 113, 116-17, 463 S.E.2d 600, 602 (1995). Section 35-1-1490 provides a private right of action for buyers of securities against "[a]ny person who . . . offers or sells a security in violation of . . . Section 35-1-410 or Section 35-1-810. . . ."